NATIXIS - 2021 Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF MAY 28, 2021 AND DRAFT RESOLUTIONS

Price or procedures for determining the price

Reasons for possible uses of the delegated power

Other information for comments As provided by law, V delegation not applicable to remunerate a contribution under a public exchange offer initiated by your Company (see 21 st resolution) Unusable authorization V

No. Purpose

Duration

Specific cap

24 Issue of shares or securities

26 months Can be used for potential V external growth transactions

10% of the share V capital adjusted according to

Your Board of V Directors will approve the Contribution

giving access to the share capital as compensation for contributions in kind relating

transactions affecting it after the date of this meeting Included in the ceiling V for the 22 nd resolution and in the Global cap* Caps provided V excluding any additional amount issued to maintain the rights of holders of securities giving access to the Company’s share capital Global cap: one and a V half billion (1.5 billion) euros Issue to be charged V against the Global cap For each issue, ceiling V equal to the limit provided for under regulations in force on the issue date (currently, 15% of the initial issue). Included in the cap V of the initial issue and charged against the Global Cap Ceiling fifty (50) V million euros Issue to be charged V against the Global cap

Auditors’ report on the value of the contributions.

to shares in unlisted companies

during public share offers

25 Incorporation of premiums,

26 months Can be used to incorporate V reserves, profits or other into

Determination V by your Board of the amount

Unusable authorization V duringpublic share offers

reserves, profits or other

the capital, allowing the capital to be increased without any "new money" having to be contributed

of the sums to be incorporated and the number of new equity securities and/or new nominal amount of existing equity securities

26 Increase in the number

26 months Can be used to reopen a V capital increase at the same price as the transaction

Price identical V

to that of the initial transaction

of shares to be issued in the event of a capital increase with or without PSR

initially planned in the event of oversubscription (so-called "greenshoe" clause)

27 Issue of shares or securities

26 months Can be used to develop V employee shareholding, in France or abroad

Price set by your V Board of Directors equal to the average of the prices listed for the twenty trading days preceding the date of the decision setting the date of the opening of the subscription, less the maximum discount provided for by law.

giving access to the share capital reserved for members of savings plans with cancellation of preferential

subscription rights (PSR)

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NATIXIS MEETING NOTICE 2021